UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
SECURITIES ACT OF 1933
Release No. 7468 / October 7, 1997
SECURITIES EXCHANGE ACT OF 1934
Release No. 39209 / October 7, 1997
ADMINISTRATIVE PROCEEDING
File No. 3-9125
______________________________
:
In the Matter of :
:
WAYNE J. CONNERS, :
:
THOMAS A. PIECHOWICZ, :
:
JAMES M. FLYNN, :
: ORDER MAKING FINDINGS,
SHARON BARTOCK, : AND IMPOSING REMEDIAL
: SANCTIONS AND CEASE-AND-
WINFRED KIPP and : DESIST ORDER AGAINST
: CHRISTOPHER D. CONWAY
CHRISTOPHER D. CONWAY, :
:
Respondents. :
______________________________:
I.
In these proceedings instituted pursuant to Section 8A of the
Securities Act of 1933 ("Securities Act") and Sections 15(b), 19(h) and 21C
of the Securities Exchange Act of 1934 ("Exchange Act"), Respondent
Christopher D. Conway ("Conway") has submitted an Offer of Settlement which
the Securities and Exchange Commission has determined to accept.
II.
Solely for the purpose of this proceeding, and any other proceedings
brought by or on behalf of the Commission, or to which the Commission is a
party, and without admitting or denying the findings contained herein,
except for that set forth below in III.A., which is admitted, and prior to
a hearing pursuant to the Commission's Rules of Practice, 17 C.F.R. 201.1
The Order Instituting Public Proceedings Pursuant to
Section 8A of the Securities Act of 1933 and Sections
15(b), 19(h) and 21C of the Securities Exchange Act of
1934 against Conway was issued by the Commission on
September 30, 1996.
et seq., Conway, by his Offer, consents to the entry of the findings and
the imposition of the remedial sanctions and Cease-And-Desist Order set
forth below.
III.
On the basis of the Order Instituting Proceedings against Conway, and
the Offer submitted by Conway, the Commission finds that:
A. Conway has worked in the securities industry as a registered
representative associated with various broker-dealers from 1985
through 1988, and again from 1991 to date.
B. From May 1993 through January 1995, C'est Lestial Waters, Inc.
("CWI") raised over $7 million from more than 100 investors
through the offer and sale of unregistered collateral trust bonds
(the "CWI bonds"), as well as the securities of certain entities
related to CWI (the "CWI entities"). In connection with that
offering, CWI, certain of its principals and agents, as well as
certain other entities and individual sales representatives,
violated, variously, the securities registration, antifraud and
broker-dealer registration provisions of the federal securities
laws. Specifically, these entities and individuals made
misrepresentations of material fact and failed to disclose
material information concerning the collateral underlying the CWI
bonds, the risk inherent in the investments and their relative
safety, their status as exempt from registration with the
Commission, and the use of offering proceeds.
C. From July 1994 through January 1995, Conway received
approximately $51,000 from CWI and the CWI entities, and
willfully aided and abetted CWI and others, by:
1. creating for distribution to investors misleading income
projections and account statements based upon false
information provided to him by others connected with CWI;
2. reviewing and not reporting the continued distribution of
false and misleading prospectuses to investors; and
3. processing paperwork related to the fraudulent offer and
sales of the securities of the CWI entities.
D. Based on the conduct described above, Conway willfully aided and
abetted and caused violations of Sections 5(a), 5(c) and 17(a) of the
Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5
thereunder.
The findings herein are made pursuant to Conway's Offer
and are not binding on any other person or entity named
as a respondent in this or any other proceeding.
======END OF PAGE 2======
E. Conway has submitted a sworn financial statement and other
evidence and has asserted his financial inability to pay disgorgement
plus prejudgment interest and/or a civil penalty. The Commission has
reviewed the sworn financial statement and other evidence provided by
Conway and has determined that Conway does not have the financial
ability to pay disgorgement of $51,000 plus prejudgment interest
and/or a civil penalty.
IV.
In view of the foregoing, the Commission deems it appropriate and in
the public interest to impose the sanctions specified in the Offer
submitted by Conway.
Accordingly, IT HEREBY IS ORDERED that:
A. Conway be and hereby is, barred from association with any broker,
dealer, municipal securities dealer, investment adviser or investment
company, with a right to reapply after one year to the approporiate
self-regulatory organization, or if there is none, to the Commission.
B. Conway be and hereby is ordered to cease and desist from
committing or causing any violations or future violations of Sections
5(a), 5(c) and 17(a) of the Securities Act, and Section 10(b) of the
Exchange Act and Rule 10b-5 thereunder.
C. Conway shall pay disgorgement of $51,000 plus prejudgment
interest, but that payment of such amount is waived based upon
Conway's demonstrated financial inability to pay. The Division of
Enforcement ("Division") may, at any time following the entry of this
Order, petition the Commission to: (1) reopen this matter to consider
whether Conway provided inaccurate and incomplete financial
information at the time such representations were made; (2) determine
the amount of disgorgement and prejudgment interest to order Conway to
pay and/or the civil penalty to be imposed; and (3) seek any
additional remedies that the Commission would be authorized to impose
in this proceeding if Conway's offer of settlement had not been
accepted. Conway may not contest the Commission's authority to impose
any additional remedies that were available in the original
proceeding.
By the Commission.
Jonathan G. Katz
Secretary
======END OF PAGE 3======